UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 163, 2026 ~~(January 15, 2026)~~

VERSUS SYSTEMS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39885

46-4542599

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3500 South DuPont Hwy.

Dover, DE 19901

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (604) 639-4457

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares VS The Nasdaq Capital Market ~~Unit A Warrants VSSYW The Nasdaq Capital Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 7.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

On March ~~January 16~~3, 2026, Versus Systems, Inc. ~~(the~~issued ~~“Company”) entered into~~ a ~~Master~~press ~~Services~~release ~~Agreement~~describing ~~(the~~its ~~“MSA”) with~~renewal ~~PKF~~of ~~O’Connor~~its ~~Davies~~agreement ~~Advisory,~~with ~~LLC (“PKFOD”). Pursuant to~~ the ~~MSA,~~Texas ~~PKFOD~~Rangers ~~will~~regarding ~~provide accounting and financial support~~use ~~services~~of to the ~~Company.~~Filter ~~Such~~Fan ~~services~~Cam ~~will~~product ~~include~~through ~~accounting, bookkeeping, financial reporting and SEC reporting support. The MSA requires~~ the ~~Company~~2026 toMajor ~~pay~~League ~~PKFOD~~Baseball ~~an initial fee of $5,000 and a monthly fee of $5,000~~season.

~~The foregoing description of the MSA is qualified~~Item ~~in its entirety by reference to the full text of the MSA, which is filed as Exhibit 10~~9.101. ~~hereto~~Financial Statements and ~~is incorporated herein by reference~~Exhibits.

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~(d) Exhibits

On January 15, 2026, Geoff Deller resigned as Chief Financial Officer of the Company and, therefore, will no longer be the Company’s principal financial officer. On that same date, the Company’s board of directors named Company Chief Executive Officer Luis Goldner as the Company’s principal financial officer.

Exhibit No.		Description
99.1		Press Release dated March 3, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item~~ ~~9.01. Financial Statements and Exhibits.~~1

~~(d) Exhibits~~SIGNATURES

Exhibit No.		Description
10.1		Master Services Agreement with PKF O’Connor Davies Advisory, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERSUS SYSTEMS INC.

Date: March 3, 2026	By:	/s/ Luis Goldner
	Name:	Luis Goldner
	Title:	Chief Executive Officer

~~SIGNATURES~~ 2

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERSUS SYSTEMS INC.
Date: January 16, 2026	By:	/s/ Luis Goldner
	Name:	Luis Goldner
	Title:	Chief Executive Officer Principal Executive Officer Principal Financial Officer

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